SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                  DESCRIPTION OF AOL TIME WARNER CAPITAL STOCK
 
   This section of the joint proxy statement-prospectus describes the material
terms of the capital stock of AOL Time Warner under the restated certificate of
incorporation and restated by-laws that will be in effect immediately after the
merger is completed. This section also summarizes relevant provisions of the
Delaware General Corporation Law, which we refer to as "Delaware law." The
terms of the AOL Time Warner restated certificate of incorporation and by-laws,
as well as the terms of Delaware law, are more detailed than the general
information provided below. Therefore, you should carefully consider the actual
provisions of these documents. The AOL Time Warner restated certificate of
incorporation is attached as Annex G to this joint proxy statement-prospectus,
and the AOL Time Warner restated by-laws are attached as Annex H to this joint
proxy statement-prospectus.
 
Authorized Capital Stock
 
   Total Shares. AOL Time Warner initially will have authority to issue a total
of 27,550,000,000 shares of capital stock consisting of:
 
  .  25,000,000,000 shares of common stock, par value $0.01 per share;
 
  .  1,800,000,000 shares of series common stock, par value $0.01 per share;
     and
 
  .  750,000,000 shares of preferred stock, par value $0.10 per share.
 
   Common Stock. Following completion of the merger, we anticipate that
approximately 4,115,782,406 shares of AOL Time Warner common stock will be
outstanding.
 
   Series Common Stock. The AOL Time Warner series common stock will consist of
two series, designated as AOL Time Warner series LMC common stock and AOL Time
Warner series LMCN-V common stock, and the authorized number of shares of each
series will be:
 
  .  210,000,000 shares of AOL Time Warner series LMC common stock; and
 
  .  210,000,000 shares of AOL Time Warner series LMCN-V common stock.
 
   Following completion of the merger, we anticipate that no shares of AOL Time
Warner series LMC common stock will be outstanding and that 171,185,826 shares
of AOL Time Warner series LMCN-V common stock will be outstanding.
 
   Preferred Stock. The preferred stock of AOL Time Warner will consist of four
series, designated as AOL Time Warner series E convertible preferred stock, AOL
Time Warner series F convertible preferred stock, AOL Time Warner series I
convertible preferred stock and AOL Time Warner series J convertible preferred
stock, and the authorized number of shares of each series will be:
 
  .  3,250,000 shares of AOL Time Warner series E preferred stock;
 
  .  20,000 shares of AOL Time Warner series F preferred stock;
 
  .  700,000 shares of AOL Time Warner series I preferred stock; and
 
  .  1,700,000 shares of AOL Time Warner series J preferred stock.
 
   Following completion of the merger, we anticipate that the approximate
number of outstanding preferred shares in each series will be:
     
  .  shares of AOL Time Warner series E preferred stock;     
     
  .  shares of AOL Time Warner series F preferred stock;     
     
  .  shares of AOL Time Warner series I preferred stock; and     
     
  .  shares of AOL Time Warner series J preferred stock.     
 
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